One Thing Left To Save
by Evertide
Summary: "The most dangerous person isn't the one with nothing left to lose; it's the one with one thing left to save." Timeline 3, after the train station, before Walpurgisnacht, Homura goes to give Madoka her hope back...and give herself even more reason to fight for her. [Canon compliant] [Short use of OCs]
1. Walpurgis Eve

One Thing Left to Save  
Chapter 1: Walpurgis Eve  
Before Homura can talk to Madoka, Junko has a few things of her own to talk about.

This story came about when, one day, I was struck by the thought that, after the train station in timeline 3, Madoka would not be okay. Also, one of my favorite scenes in the series is in episode 11, when Madoka visits Homura. So, I wanted to do several things at once: Pay tribute to a great show, fully develop my own headcanon on what happened between the train station incident and...that scene, and do a little role reversal of when Madoka visited Homura to hopefully make that scene even more meaningful.

It probably says something when the single longest story I've written to date is also the first real not-using-my-own-characters fanfic I've written since...high school (circa early 2000s).

* * *

It wasn't late yet, but the sky had been dark with thick, fast-moving black clouds for hours. The rain had only just started, a few drops falling here and there before the deluge began. The wind was following suit, a breeze now but picking up strength. Add in the rumbling of thunder, and all of Mitakihara's usual beauty was overshadowed by the building storm. As bad as the weather was, a dark-haired girl walking down the street knew that whoever survived what else was coming would barely remember the storm at all. She had seen that for herself...twice...and the second time was even worse than the first.

Homura kept her head bowed as she went down sidewalks that would soon turn into rivers. Her gaze was unfocused and at the same time intense, as if she had withdrawn into her own world, a world that happened to be very much like the stormy, ominous weather itself. Despite her efforts to stay in control and focus on what mattered most, her thoughts kept ramming into each other as one thing on her mind would assert dominance, then another would knock it aside to be at her attention, and then still another would take over, and the cycle would repeat itself.

But while she wanted to review her plans, the thing she was coming to dwell on the most within the last two days was just how much her plans had gone to Hell. The first time she had relived this month was like living a dream: Mami got to be the cool mentor to not one but two students, Madoka got to be the heroine she always wanted to be, and Homura got to protect Madoka just like she wished to happen. Everything was going according to plan.

Then she found out that she wasn't the only one with plans, and everything she thought was true about magical girls being symbols of hope, light, and good suddenly died and became a twisted lie before her eyes, right along with her friend.

This time, and there was never supposed to be a "this time," things began with the walls closing in on her, and that justified paranoia only got worse as time went on. Even if they defeated Walpurgisnacht, Kyubey still had them in the palm of its hand. Homura refused to give up; there had to be some way to stop this, something they could do if they worked together. But none of them believed her, not even Madoka. Kyubey had also conveniently made itself scarce after she told the other girls...maybe she had given away too much with how she acted around witches and Kyubey before she actually told the girls anything. Nothing went how it was supposed to, and it came to a head when she found out that overusing magic wasn't the only way for a witch to be born. In that one night, it all fell apart, leaving her and a traumatized Madoka alone.

That was two nights ago, with Walpurgisnacht now due to arrive in about twelve hours.

Homura shook her head, a half-worried, half-focused scowl on her face. _"You cried about how wrong this was...and I agree now more than ever,"_ she thought. _"I'm supposed to be your protector so you can live a happy life of fighting evil and saving lives, not your very last resort when your friends start killing each other and that little demon is waiting for you to join them."_ Looking up as she approached a familiar house, she took a few moments to compose herself.

Madoka was a shadow of her old self at school yesterday, worrying Homura far more than the gossip she overheard about the still-missing Sayaka which was now joined by gossip about the bodies found at the train station. She did her best to be there for Madoka in any way she could, but Madoka couldn't be brought out of her shut-down state. Homura wouldn't have even bothered going to school so she could spend as much time as possible working on the plan for Walpurgisnacht, but with how fragile Madoka was now, she couldn't bear the thought of not being there when she was needed.

Today was worse, and the more time went on, the more that hole had no bottom: The now-very-withdrawn girl hadn't come in at all, or even left home, and Homura left her apartment early after a near-sleepless night to wait by her house and walk to school with her. Homura had checked out from such a mundane thing as school too, reviewing and revising strategies while whatever their teachers were talking about went right by her. With less than a day before the big event, the only reason she went to school was from expecting to see Madoka, and by the time lunch was over with still no sign of her, she ditched school to go on weapon raids and put the finishing touches on her plan for tomorrow morning. When evening rolled around, the growing fear about what might have happened to Madoka was playing tricks on her mind. No texts, calls or e-mails were answered, which cast a pall of dread over Homura that was darker than the city-destroying witch they would fight.

She was as ready as she was going to get. Now she had to be there for her friend.

Approaching the front door, Homura was a bit relieved that there were no signs that Madoka had run away or some other incident had happened. Her bedroom window was dark, though...Homura dearly hoped that meant Madoka was getting a good night's sleep. Since staying at Mami's the night before wasn't an option now, they agreed for her to sneak out early tomorrow morning so they could go to Homura's apartment, review everything, and get in position.

Closing her eyes and taking a deep breath, she rang the doorbell and readied herself for whatever was about to happen. _"I know I've let you down again, Miss Kaname, but I_ _will_ _be strong for you,"_ she resolved.

The rain started to pick up just before the door opened, and standing in the doorway was Madoka's mother Junko, who looked down at the girl. "Can I help you?" she asked.

Bowing politely, Homura replied, "Good evening, Mrs. Kaname. I was in the- I mean, I wanted to ask, is Miss Kaname available?" _"No, no stammering!"_ she mentally reprimanded herself.

Junko squinted slightly, gauging her. "And you would be...?"

"My name is Homura Akemi, madam. I'm one of Miss Kaname's classmates, and I've noticed she wasn't doing well yesterday and wasn't in today," she said half-truthfully. "I heard there was a big storm coming," she continued with a quick look at the sky, the rain emphasizing her point, "and I was worried about her."

One of Junko's eyebrows raised, though whether in curiosity or suspicion, Homura didn't know. "Oh, yeah...you're the transfer student she's talked about, aren't you? The one she's been hanging out with?"

Homura nodded, suppressing a flinch at memories of Sayaka using "transfer student" as a nice way to call her "outsider." She kept up her politeness with a reply of, "Yes, madam."

"You're right, she's not doing well. At all. I don't think she'll want to see anyone, so..." She shook her head.

Her spirit sank a little at being turned away, but she hadn't come here to be denied now. "Is she sick? I haven't been able to get any word from her at all. Even if she's not seeing anyone, I'd still like to let her know I'm here for her," she explained, this time completely truthfully.

Junko paused, still looking at her in what she was now sure was suspicion, but the girl stayed calm as she waited for an answer. Eventually, she nodded and stood aside. "As long as you know to leave her alone if she doesn't want to talk," she said.

She smiled with another, "Yes, madam," as she stepped inside, staying patient and polite instead of charging straight to Madoka's room. After removing her shoes, she asked, "If she's in her room, I'll just stay out of your way if you can tell me where-"

"Wait," Junko cut her off. "Before you can talk to Madoka, I want to talk to you." Before Homura could ask what she meant, she turned to walk down the hall.

Homura stayed quiet as she was led to the room that served as Junko's office. She knew from her second time through this month, when she was relaxed enough to get to know Madoka better, that her mother usually left her job at the office even if that meant coming home at all hours, but sometimes needing to catch up at home was unavoidable. Thus, the room was nicely furnished like the rest of Madoka's house, but clearly meant to be more serviceable than impressive. It kept her family's fondness for using chairs as decoration, though.

Sitting behind her desk, Junko gestured for Homura to sit in front of her. When she did, Junko folded her hands on the desk, regarding her with a calmly judging stare. "How well do you know Madoka?" she asked in a similar voice.

 _"Like I thought. Just get through this. You've met scarier people. And don't. Get. Nervous."_ She began with, "I only transferred into her class a month ago, so I haven't had the chance to get to know her as well as I'd like, but she's been a very good friend to me."

A slight nod, then a pause. "Go on."

Trying to think of something honest to say other than the whole truth, Homura continued, "On my first day, when I was back in school for the first time in months and I was just a girl nobody knew who could get scared by her own shadow, Miss Kaname opened right up to me. I've always admired her for that." She hoped that was a good enough answer, but corrected herself with, _"No, don't say you 'always admired her,' you've only been in this school for a month from what Mrs. Kaname knows."_

Another nod. "Madoka's said you always seem nervous, but she didn't know why. It looks like she's right, and I don't know why, either. That's something to think about, really..." she paused again before adding, "especially given what's happened in the month you've been at that school and started hanging out with her."

Homura felt bits of sweat threaten to break out on her forehead, mustering her willpower to keep it from happening. "I know Miss Miki's been missing for some time now. Miss Kaname's been very worried about her," she offered, doing her best not to think about what happened just recently.

"I know that's not all that's worrying her, and it's not all that's worrying me either. You might've heard that two nights ago, two girls were found dead at a train station downtown." Homura saw Junko's folded hands tighten slightly. "One of them went to you two's school...and she was a student Madoka and Sayaka had started hanging out with at about the same time you came around and joined them."

She nodded, the still-fresh memory of what Mami had done almost breaking her composure. "Miss Tomoe, yes. I noticed she wasn't at school the last two days, and...word has started getting around. I wasn't sure if I could believe what happened either, but..." She kept a steady gaze with Junko, even though on the inside she was already getting eager for this to end. _"Please, ask me anything I can tell a whole truth about,"_ she pleaded in her head.

Junko watched her as if she expected the girl to finish her sentence, or maybe judging what she had been told so far. Soon, she tried still another angle to pry information out of the not-lying-but-not-honest Homura by telling her, "And that's still not all. She's been acting strangely all month, starting about the time she and Sayaka met you and Mami. It was great to see her so happy and confident, so I thought she was wound up from making new friends." She took a slow, measured breath as her voice deepened a bit, "But then...her best friend suddenly disappeared..."

 _"Do, not, show, weakness."_

"One of her new friends turned up dead at a train station with some other girl about their age...and I barely recognize Madoka now," her eyes narrowed just a little, "and the real kicker? She became a shut-in the morning those girls were found. Before there should've been any way she would've known it happened at all."

She nodded, Madoka's mother having made her point subtly clear that this was coming close to the border between a questioning and an interrogation. "What's been happening is tragic, and I'm worried too. That's part of why I want to talk to Miss Kaname, so I can tell her that everything will be all right," she said confidently, relieved that she could be truthful with that answer.

"'Worried'? You're just 'worried'?" Junko asked, her brow furrowing as Homura again suppressed a gulp. There was a rumble of thunder that couldn't have been more perfectly timed as she added, "When all these things happen in only a month and leave her in the state she's in, 'worry' doesn't come close to it. But the thing is, I never let things like worry eat at me. I fix my problems."

 _"Why'd you say that?! Stupid stupid stupid!"_ Homura shrunk a little at both Junko's warning and her self-scolding.

She gave the message a second to sink in before she leaned back and unfolded her hands, one elbow on the arm of her chair as she rested her head on its fingers. "Speaking of which, your parents have to know that you know those girls. What're they doing letting you go out on your own at night, let alone with a storm coming?" she asked in a voice that had an undertone of "lie to me if you dare."

That sent a fresh spike of fear through Homura's body as she realized how cornered she really was. _"Oh, please, don't let her know..."_ she begged before she scrambled for an answer. "I...they..." she stammered, "my father doesn't know I'm here."

Homura didn't know if she was relieved or even more worried when Junko looked like she expected that. "Girls from your school, let alone your friends, are disappearing or turning up dead...and you're going out on your own without them knowing..." she said dryly. "Have they even talked to you about any of this?"

A shake of her head, with Homura now feeling like a mouse being toyed with before the kill was made. "M-My father's away on business. He doesn't like to be disturbed when he's working," she said quietly, knowing she was giving away that Junko was on to something.

"You're telling me that you can't even...what kind of work could he possibly be doing that you can't talk to him about something like this?" Junko's voice didn't rise, but there a definite sharpness to her questions now.

"I don't...I don't know much about what he does. We're not...very close. I'm used to taking care of myself," Homura half-muttered.

"Homura, do you even know how much danger you could be in?" A shy nod. "What about your mother?"

"She's, um...she's not with us," Homura said, adding, "I mean, she's...gone," as she finally looked away from Junko to make it as clear as she could manage. _"Did you already know that, too?"_

Junko seemed to understand, giving a calm reply of, "I'm sorry."

A heavy silence was in the air after that, but Homura was kicking herself in her head for her weakness. As much as she tried to be someone who could be counted on, one good social conflict and she was bending over backwards. Compared to what would happen tomorrow morning, this talk didn't even matter, and she still couldn't do this right. How would she keep it together when she talked to-

"Listen," Junko began, making Homura jump slightly despite the concern in her voice, "I'm not doing this to scare you or be mean. I hope you know that."

"Y-Yes, madam," she spoke up, looking back at Junko.

"But there are two big morals to this story," she went on, her seriousness coming back. "One, I want this to end. I want to know my family is safe, I want Sayaka to be found alive and well, and I want to know what the Hell happened to those girls and stop it from happening again." She glared in Homura's direction, and Homura didn't know if it was meant for her or not. "I don't know what's going on around here, but I'm going to find out, and so help me, if I have to..."

She let the vague threat hang, and Homura held her ground, just nodding. _"Please, just stop asking about my parents...just let me go to Miss Kaname..."_ she thought, followed by another mental kick to herself for being so weak. She was here to support Madoka, not come crawling to her.

Junko relaxed again, continuing in a tone that was both serious and concerned. "Two, when I say I want this to end, I mean it. Kids disappearing and turning up dead...there's nothing right about it. That means I don't want you to be next either." She leaned forward, suddenly making Homura very unsure of whether or not she should be afraid. "You're only fourteen, right? You probably don't even really get what you might be in the middle of. But if there's anything you know...and I do mean anything...I want you to tell someone. Not Madoka, not one of the other girls from school, someone who can do something about it. I mean the police, or Kazu- Miss Saotome...if you don't know who you can trust, you can come here, even." The judgmental-at-best look she had been giving Homura this whole time, one Homura was very used to seeing, softened quite a bit as well. "I'm giving you my word that if you want to help put an end to this before anyone else gets hurt, we'll look out for you too. But that means being completely honest and doing the right thing."

Homura noticed another familiar feeling coming on, that of tears starting to well up. This time, she wasn't able to completely stop herself, and she took off her glasses to wipe her eyes before Junko could see her tears fall. "Th-Thank you, Mrs. K-K-Kaname," she sniffled, some part of her noticing that Junko had stood up and walked around to her. She shrunk back as Junko stood beside her, holding up a hand as she tried to compose herself with her face still buried in her sleeve. With a loud sniff, she put her glasses back on and stood up. "M-May I...be excused, please?"

"Go ahead. If you need a minute alone before you talk to Madoka, bathroom's down the hall." Before Homura turned to leave, Junko added, with the first bit of a smile Homura had seen this evening, "Thank you for the talk."

Nodding and bowing slightly, Homura left the room, doing her best to stay in control as she headed to the bathroom. As soon as she stepped inside and closed the door, her facade crumbled, and she held her sides as the tears flowed freely. Madoka's mother seemed to believe that she was crying in relief or gratitude, but that couldn't have been further from the truth. These were tears of misery, fear, and self-loathing.

Junko's offer of mutual help struck a nerve that Homura's obsessive preparations for Walpurgisnacht had been covering up, her focus on what needed to be done numbing the pain she knew she had no time to feel now, and yet that pain had been with her too long to fully ignore. It was the feeling of uselessness, the feeling that no matter what she did, nothing had gotten better. If Sayaka, Mami and Kyoko were gone because of some serial killer, she would've been grateful for that talk. But there was nothing Junko could do to help and nothing Homura could tell her that she would believe. If that weren't enough, Homura was worried she suspected one of her secrets that she had never even told Madoka.

Catching her reflection in the mirror, she shut her eyes and turned away, disgusted by the sight of her practically crippled self. _"I can't support Miss Kaname like this...I can't even face her like this. How are we going to destroy the most powerful witch in the world if I can't even talk to a concerned mother? If we win the battle...then what? What_ _else_ _isn't Kyubey telling us?"_ she rambled, feeling her tears threatening to turn into outright sobs.

She clenched her jaw as she tried to pull herself together, wiping her eyes again. _"No, I can't break down again, not now, not ever. It's not over yet. Miss Kaname is still alive, and I'm the only one who can protect her."_ She turned back to the mirror and forced herself to open her eyes, scowling at herself as she smoothed out her uniform. _"I_ _can_ _protect her,"_ she told herself before she took a shaky breath and put on a calm face, _"and I_ _will_ _,"_ she finished, blowing her nose and heading out of the bathroom.

As she approached the stairs, she stepped back as someone else started walking down. It was Madoka's father, who paused for a moment at seeing the unexpected guest. "Oh...hello. I didn't know we had company," he said as he continued down.

"Sorry for the trouble, Mr. Kaname," Homura replied with a bow of her head. "I'm Homura Akemi, one of Miss Kaname's classmates. I was coming by to see if she was all right."

"Ah. It's no trouble, but..." he trailed off, looking up to the second floor, "I'm not sure if she'll want to talk. She's been pretty much holed up in her room all day. I was checking on her brother, and she still asked me to leave her alone when I knocked on her door." Turning to Homura, he added, "So I'm sorry if she won't want to see you. It looks like the rain's coming down hard, did you need a ride home?"

"No, thank you, sir. I can call someone when I leave," she lied. "But may I please try to talk to her?"

He nodded, stepping aside. "Second door on the right. Just please be gentle with her. Oh, and feel free to just call me Tomohisa. I hope I'm not so scary that my daughter's friends have to call me 'sir,'" he said, giving her a friendly smile.

She tried to smile back but couldn't manage more than a little grin. "I, um...I don't..." she muttered. It wasn't just that that went against her well-established habit of being shy and polite, but while Madoka was her friend, anyone saying the opposite was also true made her even more uncomfortable. She was Madoka's protector, and that was all she needed to be; only Madoka could decide if she wanted to call Homura "my friend" back, and lately, Homura felt less worthy than ever of that privilege.

"Are you bothering our guest?" came Junko's teasing voice as she stepped out of her office.

"Only trying to make her feel welcome," he said back before giving Homura another nod.

Returning the nod with an, "Excuse me," Homura walked up the stairs, feeling a combination of anxiety and determination growing with each step. Upon stopping in front of Madoka's door, her brow furrowed as she tried to think of what she was going to say.

Madoka was always a natural at giving people hope. She had failed her so badly...she couldn't stand the thought of ruining this too. But for Madoka, she wouldn't just do her best; she would do anything...even be the one to give her hope, too.

* * *

 **A/N Continued**

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. A version that can be copied is on my DA page (I'm Evertide there too).

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the MM wiki, so thanks to the wiki for that too.


	2. No Matter What

One Thing Left to Save  
Chapter 2: No Matter What  
Can Homura's flame restore Madoka's light?

This entire chapter is the scene I wrote the story around in the first place. I since found more to write about...a lot more...but as I said in the first part's notes, Madoka's visit in episode 11 is one of my favorite scenes, and I wanted Homura to take a turn visiting her to give her comfort.

* * *

Before she could bring herself to knock on Madoka's door, Homura needed a little more time to gather her thoughts. From what she had heard from Madoka's parents, she was such an emotional wreck that she wouldn't come out even to talk to them, and she knew how close she was to her family. If she wouldn't talk to them, was there any way she would talk to her?

Even if she would, Homura wasn't sure what to say or do. Madoka was barely responsive to anything she said yesterday, if she reacted at all, and the night before that, Madoka hadn't spoken a single word after they left the train station. Not that Homura blamed her; what could anyone say when her life had just been shattered? She still didn't know how Madoka hadn't gone over the brink of hopelessness right then, and she didn't dare assume that the only reason Madoka hadn't was because she was there to support her, but she was grateful for it.

Nonetheless, Madoka didn't just need to get her reason to fight back if they were going to defeat Walpurgisnacht. The thought of Madoka losing her optimism was...wrong, simple as that.

Homura slowly raised her hand to the door and steadied herself. _"Remember, be gentle, but be strong. She can count on you."_

Knock, knock. A short silence.

Then a faint and monotone, "I said I don't wanna talk about it. Please just leave me alone," from inside.

The sound of Madoka's voice, one of the few sources of comfort in Homura's world, with almost no life to it made her heart ache. She reached for the door handle, but pulled back with a mental reminder to be patient. "It's me, Miss Kaname," she said calmly.

She strained her hearing for any sound coming from Madoka's room. Footsteps, rustling sheets, a chair scooting, anything that could tell her that Madoka was coming to see her. But there was only more silence, followed by, "Homu...ra?"

"Yes, Miss Kaname. Homura Akemi," Homura said back. "I came over because I'm worried about you. I wanted to know if you need me for anything."

Still no movement from inside, and this time Madoka said nothing either.

Folding her hands in front of her, Homura rubbed the ring on her left hand as she directed her thoughts at Madoka, **"If you want to talk to me like this, I'm okay with that, too."**

No response, and Homura's hopes were sinking again.

 **"I know that...no, you're not okay and things aren't okay. But that's why I'm here: To get you through this."**

Nothing.

Her gaze drifted to the floor in defeat as it so often did. As bad as her talk with Junko was, it had almost been forgotten now that she was talking to Madoka, but she could already see that this wasn't going to work. She thought she was ready for anything, but Madoka's silence was not something she expected. She should have known...ever since the train station, Madoka barely reacted to anything, and even her own mother said she barely recognized her. What was she thinking, that Madoka would listen to some girl she only met a month ago and whose protection she had been thrust into?

She waited in silence, hoping that there would be any sign Madoka wanted her here. It didn't come. Nodding at the door as if Madoka could somehow see her, Homura kept her voice steady as she said, "I understand. I'm sorry for bothering you. I just want you to know," she thought back on the last thing she said to Madoka when she escorted her stunned-silent friend home two nights ago, "when I told you that I would be there for you, no matter what? I meant it." Despite seeing she was wasting Madoka's time, she wanted her to know that, adding, "More than anything...I still mean it, Miss Kaname."

With that, she turned to leave, already cursing herself for-

Click.

Before she could take a step, she paused at the sound of the doorknob turning.

She turned to face the door, straightening up and bracing herself as she smiled. She had to be calm, she had to make sure Madoka knew she was there for her, and she had to be strong.

The door opened, and what she saw hit her like physical blow.

She had seen Madoka as a corpse and she had seen Madoka as an offense to reality, but she still wasn't ready for this. Wearing her pajamas, Madoka had her hair let down and it stuck out messily, clearly not having been washed or brushed in days. Eyes that were once a soft and welcoming pink were now spiderwebbed with red as they looked up blankly at Homura. Dried tears and snot stained her face, and the smell of sweat drifted from her. She neither said nor did anything but stand there, looking nothing like the kind of person Homura knew her to be.

Homura had seen this in the mirror enough times to know what it meant. This was what someone who was dying looked like.

It took most of her willpower just to keep smiling at Madoka as she asked, "May I come in?"

The pink-haired girl stepped aside, allowing Homura to enter. With the door closed behind them, she shuffled towards the bed, with Homura trying not show her nervousness as she followed. Madoka's movements reflected her appearance, having almost no energy as if invisible weights rested on her. She sat down on the bed, her hands folded in her lap and her head bowed forward as she stared at the floor.

Homura pulled one of the many chairs decorating Madoka's room to her bedside and took a seat in front of her. "Hi, Miss Kaname," she began simply, keeping her voice soft and steady.

Madoka nodded, not looking up at her.

"Um...I guess the first thing I wanted to say was...that. Anything you need from me, I'll do it. Anything at all. Even if you just want me to stay here without talking. Or if you need space, I'll be out of here," she offered.

Neither acceptance nor rejection from Madoka, just a couple blinks of her eyes.

 _"That's...not a bad start, is it? She's not kicking me back out. What now...tell her about her family, she listens to them,"_ she coached herself. "I was talking to your mother and father before I came up. They're...they want to be here for you, too," she said, catching herself before she mentioned they were worried about her, which she knew wouldn't have helped her distraught friend.

Madoka didn't say anything, but the furrowing of her eyebrows told Homura to try something else.

 _"Something, something...tomorrow morning, tell her you've got it figured out,"_ she thought nervously. "I've also been working on the plan for tomorrow. I've got everything ready. We're gonna-"

Sniffle.

Homura paused when she could see fresh moisture in her friend's pink eyes, and she was shaking a bit as her breathing deepened.

"I'm...I'm sorry, Miss Kaname," she apologized, almost dropping her smile as she resigned herself to sit quietly. For all the times Madoka had been there for her, she was still doing a terrible job at being there for Madoka when she was needed. This was already looking like the train station breakdown all over again.

"N-N-No," Madoka gasped through her sniffling, bringing Homura's self-berating thoughts to a halt.

She leaned in a bit at hearing Madoka actually talk again. "No...?" she asked.

Madoka shook her head, her hands moving to her knees. "I'm sorry, Homura," she said in a wavering voice.

Homura blinked. Madoka was apologizing? "What?"

"I SAID I'M SORRY!" she barked, making Homura gasp as she finally looked up at her. Gripping handfuls of her pajamas, her face suddenly went from mostly blank to somewhere between anger and sorrow. "I'm SORRY I didn't believe you! I'm SORRY I didn't LISTEN!" she kept shouting at the startled girl. Then, just as suddenly as it began, it ended with Madoka blinking a pair of tears from her eyes as she covered her face with her hands. "I'm sorry...you..." she tried to say before her voice was taken by sobbing.

Homura was broken out of her silence when Madoka started crying, pushing herself out of the chair to kneel in front of her. "Miss Kaname, please, no...you don't have to..." she pleaded. She almost started crying with her, forcing herself to stay in control. _"No! Be. Strong,"_ she snapped at herself. "It's...none of this is your fault. You don't owe me anything, not even an apology."

She was surprised once again when Madoka suddenly fell forward, burying her face in her shoulder and wrapping her arms around her in one swift movement, her sobs only slightly muffled. Homura's mind and body were overwhelmed enough to shut down as she stared dumbly and let her arms hang, like a shadow of when Madoka showered praise on her from her first witch kill.

Madoka didn't seem to notice, clinging to Homura as she got enough of her voice back to squeak out, "Yes I do! You knew Kyubey was lying to us and you wanted to help us! Now they're...we're..."

Shaking her head both to respond to Madoka's statement and to bring herself back to her senses, Homura returned the hug. "It's not your fault. If anyone could blame you, I could. But I don't," she ran one palm along Madoka's back to try to comfort her friend, "so nobody else can blame you either."

"Why?! Because everyone else who could is dead now?!" She gasped in a breath before tightening her arms and crying louder, "Because we're trapped too?!"

Homura frowned and shook her head again. "We're going to get through this. I'm not going to let what happened to them happen to you," she said. Moving her hands to Madoka's shoulders, she gently pushed her away so that she could look her in the eye. "I won't let it happen."

Madoka sniffed, not looking comforted at all. "Homura, what can we do? If we don't die, we turn into witches."

Her eyes went wide as she struggled between what was just said and what was just implied. The very possibility that Madoka could be thinking about killing herself...

"Then we'll hurt people, and some other girls will come to stop us so they can take our places next. That's how it's been, on and on, and no one even knew it." She gulped, coughing a couple of times before she could ask again, "So, what? What can we do?!"

Mami's last moments replayed in Homura's mind, when the panicking girl was thinking exactly what Madoka thought now. Fearing that she, too, could go off the deep end brought Homura's goal into focus. "That," a breath, "won't," another breath, "happen."

"But-"

"Listen, Miss Kaname," she interrupted, very unlike her but it made the shuddering girl do what she said, "nobody can tell you that's how it's going to be." She narrowed her eyes, continuing, "I won't let them. Witches, Kyubey, Walpurgisnacht, other magical girls if I have to, anyone or anything that thinks they can drag you down...I'll stop them."

That quieted Madoka for a few moments, giving Homura the first sign she was making a difference, before she cast her gaze to the floor again. "Homura...do you even understand what we've already been doing?" she asked in a quiet but worried voice.

Homura took as quiet a deep breath as she could, trying to relax as she let go of Madoka's shoulders. "And what's that?"

"We've been killing other magical girls," she said, looking newly shaken as soon as the words left her mouth. "They weren't monsters because they wanted to be...they didn't have a choice..."

Homura was afraid that Madoka would say something that. She still wasn't sure what she could say when that came up, more focused on warning Madoka and the other girls of the truth. "It's not something to be proud of anymore, but..." she began, stopping herself from saying what else she was thinking: _"But not that we have much of a choice between killing them or not, either..."_

"They were just girls! Girls who wanted to save lives, or do the right thing, or just...wanted what they did to matter!" She sniffed, looking back at Homura pleadingly. "Girls like us! We haven't been fighting evil, we've been mercy killing!"

Still fumbling for what to say, Homura's mind raced. _"What, what...Miss Kaname still cares about them...does she hate me for killing Miss Miki? I had to, or...maybe that's it..."_ Hoping she wouldn't worsen an already-bleeding wound, she softly said, "You're right, they had no choice in what happened to them. It's not what anyone but Kyubey wanted. But...when it did, would they have wanted to stay monsters forever?"

Madoka didn't answer, sniffling and watching Homura expectantly.

 _"There's no getting around this now...gotta break it to her gently,"_ she thought. "You wanted to be a magical girl so you could...keep people safe, right? Fight so other people didn't have to? You...still can." Almost breaking out in a sweat, she added, "You can protect magical girls who don't know the truth behind everything. Or stop Kyubey from ruining lives. Or...save girls who've fallen from a fate worse than death." She watched her friend closely, finishing with, "What you do still matters."

"What about..." Madoka started to ask. Homura nodded, waiting for Madoka to finish. "What about what I did to Mami?"

Another blink followed by, "What?" from Homura.

"Don't...don't treat me like I'm some kind of savior or hero, Homura," Madoka said with a shake of her head. "I'm not. They wouldn't do what I've done."

That made Homura stop to think again. She may not have been ready for Madoka's grief over killing former magical girls, but she at least expected it. Talking about Mami's death, though, took her by surprise. "You, um...I mean, we..." she tried to think out loud.

"Mami wasn't a witch, not yet...she was still a person...who wanted to do the right thing...like us..." she whimpered, her head again tilting forward to look at the floor.

As far as Homura was concerned, that gave Mami even less of an excuse to turn against her friends, but she knew Madoka forgave people for their failures rather than punished them. "But...no, she wasn't..."

Madoka raised her hands, looking at them in horror. "And I...I could've knocked her gun away, or knocked her off her feet, or...something."

"You did what you had to!" Homura suddenly found the strength to insist, afraid of where Madoka's mind was taking her again.

"But I didn't even think...I...killed her, just like that," Madoka went on as if Homura hadn't said anything.

"It's not your fault Miss Tomoe-"

"Do you know what I am? What all that makes me?"

"Please-"

"I'm."

"Don't-"

"A."

"Miss Kaname-"

"Murderer." That was as far as Madoka could go before her face was in her hands and sobbing took over again.

Hearing Madoka call herself such a thing almost brought Homura to tears as well. Even after seeing the pain she was in from the loss of her friends, she never thought Madoka, who she once saw rush to her death with a smile on her face, could fall this far. The more this talk went on, the more she wondered if she could save Madoka, whether or not they could defeat Walpurgisnacht.

 _"No,"_ she thought with a shake of her head. _"Miss Kaname needs me...I'm not going to let her down again."_ Steadying her voice, she said, "You're not a murderer, Miss Kaname. We both know why Miss Tomoe did what she did, but that doesn't make it right. All she really did was give up and try to take us down with her."

No answer from Madoka, and no sudden hug this time either.

"She might have given up on everything, but I'm not giving up on you."

Nothing but crying and the sound of rain falling outside.

Homura sat back, at a loss for words. This just wasn't working. She knew there was a difference between stopping a murderer and being one, but how could she prove it? She couldn't tell Madoka that if Sayaka wouldn't even listen to her best friend, there was nothing anyone could do to save girls who had become witches; if Mami had hurt Madoka this much, bringing up Sayaka again wouldn't help either. She tried to use Mami herself as an example of why they had done two different things.

Thinking about that example made something click in her head. She did know what the difference was, and she could use another example. The problem was if it was the right thing to do. She had no idea if Madoka would never be able to trust her again, or if it might actually work. As painful as it was, Homura would give up her chance of ever being Madoka's friend if that's what would it would take to save her, but if her idea failed, she would make everything worse again.

It took all of a few seconds of watching Madoka cry and thinking back on her words before Homura made her decision.

Standing up, she walked to Madoka's desk and sat at her computer. Once the monitor was on, she opened the web browser and did a search for something that, until now, she would have been too afraid of to even type in the characters. After a few link clicks, she found what she wanted.

"H-Homura...?" Madoka's timid voice asked.

Homura closed her eyes as she ran through what she was going to say, and then looked over at her friend still on her knees and sniffling through her tears while she looked at her questioningly. She returned to Madoka and knelt down. "There's something you need to know," she said softly.

Madoka slowly rose and walked with Homura to the desk. When they sat down, Homura turned the monitor so she could see the screen better, and after wiping her eyes, she read silently:

 _Mitakihara News Archives_  
 _June 2, 2005_

 _The body of 39-year-old Taishiro Watanabe was found yesterday morning in the southeastern outskirts of Mitakihara. Mr. Watanabe had not come home the previous night, and early reports claim that he had not been seen by any friends or coworkers after leaving work that day, nor were they aware of any plans he had for the evening. Details on the circumstances of his death are absent at this time as the police begin their investigation, but citizens, especially in this area, are encouraged to be alert to their surroundings when leaving their homes and to come forward with any information that may aid the investigation._

 _Click here for full story._

She covered her mouth, looking at the other girl in shock. "Why...are you showing me this?" she asked.

"There was another story later that said the most likely cause of death seemed to have been suicide, and that's about where it was left," she explained, her mind split between panic at what was coming and commitment to seeing it through.

"That's awful! But...why...?" she pleaded.

"You won't find this in any newspaper, but it wasn't a suicide. It wasn't an accident, or even a witch, either. He was murdered," she said with calm certainty.

Madoka flinched. "How can you say that like you know..." she started to say, her mind apparently filling in the blank for Homura as her shocked expression turned to a worried one.

"I do know, because I watched it happen," she confirmed.

"You saw it?! But you would've only been...eight?" After a nod from Homura, she shook her head in disbelief.

"I didn't see it by accident, either. I was brought along, to see if I could get broken into the...business," she said.

Madoka either didn't understand or didn't know how to react, just looking at Homura as if waiting for her to keep talking.

 _" Still hasn't thrown me out..."_ she thought. "Miss Kaname, after our talk in the industrial park, I went out and got some guns. I told you that I stole them from criminals, remember?" Madoka nodded. "I didn't just wander around the bad places of town until I found something. I knew where to go," a pause to breathe, "and I knew that because the people I stole them from work for my father."

She shook her head again. "That...no, that can't be true..." she begged.

Homura braced herself for Madoka's rejection. "My father was also behind Mr. Watanabe's death. He had that man killed because he knew things he didn't want found out...that's what he told me, anyway...and he brought me to see how well I handled it and to show me what happens to people who try to backstab him."

Madoka sat in silence, barely even breathing.

Not knowing how to take it, she tried to get to the point she wanted to make. "Before you tell me to leave, I want you to know why I'm telling you this. It's because I've seen murders and I've met murderers. People who did what they did for money, or power, or because they wanted to. People who are nothing like you." She leaned in slightly, close to begging Madoka to understand. "So you know that I mean it when I say I know what a murderer is, and I know you aren't one."

Now that she finally told Madoka her secret, she averted her eyes, unable to look at her anymore. She waited for Madoka's answer, feeling for all the world like the useless girl she had been when they met and that she apparently still was. Even Madoka's forgiveness had to have its limits.

When Madoka didn't say anything, Homura decided that maybe she could do Madoka a favor and just leave on her own. Standing up, she took a step to the door, and then froze when Madoka's hand grabbed hers.

"Wait."

She kept her gaze on the wall.

"Don't leave."

Swallowing, Homura looked down at her, feeling weak in the knees at the sight. Despite Madoka's pained expression and tear-reddened eyes, there was also the compassion she had always shown everyone, even a friendless transfer student.

"Please?"

She paused, then nodded and sat back down, her hand still in Madoka's. "Um...I, uh..." she stuttered, "that's...that."

"Okay," Madoka replied simply.

"...Just...'okay'?"

"Mm hm," she said with a nod.

"I don't...why? Why would you still want to be around me?" she asked.

Madoka tightened her grip on her hand slightly but comfortingly. "I know why you told me that, but I also know you're scared of how I feel," she said, "so I'll tell you how I feel. I'm grateful that you trust me this much, and I'm still happy to have you here if you want to stay, and I'll still listen if you want to talk."

Homura swallowed hard to fight back the tears she felt building. "But...I came here to...to look out for you..." she said in a cracking voice.

"And you did. I still would've done things differently if I had a choice, and I still don't like how things are now. But I understand what you mean, and I understand you knew you were putting yourself at a lot of risk to get me to listen but you did it anyway." She wiped her eyes again. "So...thank you, Homura."

At last, for the first time in days, Homura saw the corners of her mouth turn up in a tiny smile, and there was some light and color in this bleak world again. Homura smiled back, giving up fighting her tears. She hated it when she cried or showed weakness around Madoka, but crying in relief was something new to her.

"Y-You're welcome," she murmured, tightening her grip on Madoka's hand. "You...really...still want me here?"

Madoka reached up to gently dab away Homura's tears, her smile widening slightly. "Of course I do. I can tell you're not like those people either...and I'm sorry for putting you through all this just for me."

 _"You'll always be worth it,"_ she thought. "It's okay. I, er...just so you know...I'm not involved in...anything they do. I was always too scared...and puny...and then my heart problems came up too and...I was no more use to him than I was to anyone else," she explained. "My father just...gives me money to live alone and take care of myself so he can pretend I don't exist. That's...how it's been for a while."

Her friend nodded understandingly. "I'm sorry for that."

"And I never even knew my mother. My father said she died when I was little, and with what he..." Homura stopped, suddenly realizing something. Lowering her voice, she whispered, "Um, Miss Kaname...should...we maybe talk with telepathy? What if someone hears us?"

"I'd...really rather hear your voice with my own ears," Madoka whispered back.

"But I was talking to your mother before I came up. I think she...suspects what I said," she added nervously, turning to look at the door.

Madoka looked surprised for a moment, then gave her a shy smile. "Mom's worried about me. I've been putting her through a lot of trouble too, lately. But the walls are kinda thick here, so I think it'll be okay. I mean, just last night, no one heard when I yelled at Kyubey eith-"

"KYUBEY?!" Almost scaring Madoka out of her seat with the exclamation and whipping back around to face her, Homura demanded, "KYUBEY was here?!"

"Aaah...uh...y-yes-"

Her protective instincts flaring, she continued, "And it talked to you?! Has it been here before?!"

"Um, n-n-not since...you talked to us...about witches."

"What did it say?! Where is it now?!"

"He wanted to tell me about why...S-Sayaka..." she started to say, already looking sad again at bringing up her best friend.

That made Homura realize she was just scaring Madoka, and she closed her eyes and took a deep breath. "I'm sorry, Miss Kaname. I was...worried," she apologized.

Madoka relaxed too, trying to go on. "He, um, told me why Sayaka...why magical girls turning...into..." before she stopped, biting her lip.

"It's...it's okay. If it's too hard, you don't have to tell me," Homura said.

"Then maybe," both girls spun to face Madoka's bedside window as a flash of lighting illuminated the creature they were talking about, "I could tell you myself."

* * *

 **A/N Continued**

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. A version that can be copied is on my DA page (I'm Evertide there too).

The idea of who Homura's parents are came from my friend Kai.

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the MM wiki, so thanks to the wiki for that too.


	3. Understanding Part 1

One Thing Left to Save  
Chapter 3: Understanding Part 1  
Homura comes to understand Kyubey's goals...

While writing the first two chapters, I kept asking myself if I wanted Kyubey to show up. He did, and I'm glad he did because once I started writing notes for what the three of them had to talk about, I went on and on and liked everything I came up with.

* * *

"Kyubey," both girls said to their visitor, Madoka nervously and Homura accusingly.

Staring at them from its perch on Madoka's bedside windowsill and blithely ignoring the wind and rain, the little thing asked, "May I come in?"

Madoka muttered, "We, uh..." before looking at Homura.

Scowling at Kyubey, she said, "You're not welcome around us anymore, Kyubey. Just leave."

It remained seated, unmoving save for its ears and tail getting blown around. "Now that you're together, I'd like to talk to both of you. If Madoka can't explain what I told her last night, I can start with that for you."

Thinking about Madoka being left alone with Kyubey in the state she was in made Homura take a breath to stay calm. "So, it's still your fault Miss Kaname's like this," she said tersely.

"I wanted to explain something. Madoka never asked me to stop or to leave her room, so if she didn't like what I was telling her, she could have said so," it replied.

Only a few sentences and Homura was already thinking of asking Madoka if she could chase it away. Madoka could listen to anyone, as she had just demonstrated, so of course she would have listened to whatever it was talking about. "We don't want to know what you have to say. Now she knows what you're really up to, like I did, and I'm not letting you get to her."

"But you don't understand my actions, and I have more things I want to explain. Things you both want to know, about-"

"I said-"

"Walpurgisnacht."

Homura went quiet at that, and Madoka gave a soft gasp when that name was said.

"I only want you to understand what's happening, that's all." Even with its unchanging face and tone of voice, Homura could swear it was looking at them like a hunter leaving out bait.

She leaned towards Madoka, asking, "Do you want me to handle it?"

Madoka looked at her, then back at Kyubey, and then back at her with a shake of her head. "I think we should listen, especially if he wants to tell us about Walpurgisnacht."

"Mmm...you really want to trust it?"

"No!" Madoka insisted, surprising Homura a little with the sudden resurgence of confidence. "I'm never trusting him again. But Walpurgisnacht is what matters now. We can sort out what we want to believe when he's done talking...but for now, we have to make the most of what we can get."

Homura gave a hesitant nod. "If you ever want it gone...tell me," she asked. After getting a nod and a smile back, Homura returned the smile briefly, and then stood up to walk to the window and open it.

Kyubey hopped in, bounding off Madoka's bed and leaving a small damp spot on her sheets before landing on the floor and shaking itself off. Now seated between Madoka and Homura, it looked between them before curling its tail in front of it. "Where would you like me to begin?" it asked, not at all concerned by Homura standing over it as it started to groom its damp fur.

"You can start with...telling me what you told Miss Kaname last night," Homura said.

"Certainly," it replied, not looking back up. "Homura, have you ever heard of entropy?"

She looked away in thought, the word ringing a faint bell in her memory. "Heard of it...yes...but, um..." she muttered.

Madoka blinked. "Really? It's not something we learned in my schools."

"I, uh, had a lot of time alone in the hospital," she said as she looked back at Madoka. "They had a few books they would let me read. One had science-type stuff. I saw that word a few times but I don't really understand it. I just remember that it's kind of...what makes everything fall apart sooner or later."

"That's an oversimplification, but it's not inaccurate," Kyubey said, getting their attention back. "Here's another simple example. It takes water, soil, and sunlight to grow a tree. In other words, it takes energy. If the tree is cut down and used to make a fire, that fire gives off energy."

Homura nodded. "Yes?"

"But the energy given off by the fire is not equal to the energy it took to grow the tree. When the tree is burned, some of the energy is lost." Finishing with its tail and moving on to clean its ears, Kyubey continued, "This is happening on the scale of the entire universe, and 'entropy' is the term humans have given this process. Stars take a long time to form, and burn for far longer, but eventually they go out. Over the course of time, the universe is using up its energy. If nothing is done to counteract entropy, stars will stop forming and then stop shining altogether, and even the materials that they, planets, and life itself are made of will be gone."

More confused than worried, Homura asked, "What does that have to do with us?"

As it licked its ears, Kyubey looked up at her as if glad she asked. "My race searched the universe for a new source of energy, one that wasn't limited by this process. We found your planet and studied your species."

"There's more of you...and you're...an alien?" Not that she had seen any Kyubeys until a few months ago, but to learn there was an entire race of Kyubeys and they weren't even from this planet...

Ignoring the combined question and statement, Kyubey went on, "We recognized your potential once we learned of what you call emotion."

 _"Now Kyubey talks about emotion like it's something it just learned about?"_ She frowned in thought, looking at Madoka. "This is what it told you?"

Madoka nodded. "You...might want to sit down for this..." she said quietly, looking uncomfortable.

Homura moved to stand by her side, smiling at her. "I'll be fine," she replied before looking back at Kyubey. _"I'll show you there's nothing to be scared of."_

Satisfied with its grooming and shaking itself off again, Kyubey hopped onto Madoka's bed and sat down, its face and voice as unchanging as ever as it explained, "We developed technology that could turn emotions into energy and measured how much energy humans created during their lives. It was an even greater success than we expected," its tail swished behind it, "especially once we observed what happens when a human experiences intense despair."

Homura managed to keep a steady gaze on its unblinking eyes as the alien told her this. This was reminding her of when she had first met Madoka and Mami and learned what witches were: Creatures that brought despair to the world. "That's...when they become witches, isn't it?" she asked, casting a quick glance at the worried-looking Madoka.

"The more potent the emotion, the more energy that's given off, and despair has always been the trigger for a magical girl's transformation. Whether by overuse of magic or becoming as wicked as the creatures they fight, they flare out like miniature suns, are transformed into witches, and create far more energy than they take in during their lives." Still as a statue as Homura's eyes narrowed and Madoka let out a quiet whimper, it continued, "The humans who reliably experience the most intense despair are females early in the process of becoming adults. As an Incubator, my task is to seek out the ones who have the greatest potential, offer contracts, and collect the energy given off by their transformations."

Homura grit her jaw at its statements. "Is that why you were here? To push Miss Kaname over the edge?" she accused.

"Not at all. I expected Madoka to accept this as a mutually beneficial arrangement. I don't understand why she rejected the logic behind our actions," it said nonchalantly.

"What...'beneficial'...'logical'...wh-what?!" She tried to stay calm and show Madoka she was in control, but it was starting to slip.

"This arrangement doesn't come without significant benefits to humanity, of course. Before you became magical girls, I offered you wishes, didn't I? Anything you wanted in exchange for your service. I may not know the circumstances behind your contract, Homura Akemi, but if either of you think that what you got wasn't worth it, you should've thought harder before making your decisions."

The more Kyubey spoke, the more she remembered the rare times when she wasn't in her room hiding from everyone when she lived with her father. He would say things like that, too, about payment and threats and the fine print in deals to people he worked with, some of whom were more like prisoners than partners.

It looked at Homura, cocking its head. "You seem to be more familiar with Madoka Kaname than she is with you. Do you have a theory of why she reacted so negatively to my explanation?" it asked.

"Yes! It's because she doesn't help people just because she wants something back from them, like turning them into things that're better off dead!" Homura said angrily.

"While the concept of altruism doesn't make sense, it has proven to be very useful to us. It's why I expected her to understand why this is a good thing we're doing. You see, in the short term, this directly benefits the girl who makes the contract, while in the long term, it prevents the death of the universe." Kyubey shifted its head to look at Madoka. "Isn't helping as many people as possible exactly what you want to do, no matter the cost to yourself?"

"How can you even call that the same thing?!" Madoka demanded. "Turning us into witches isn't helping! You know that we'd never accept your offer if we knew the truth, and that's why you won't tell us, isn't it?!"

"It's true that girls usually don't accept the truth, but we don't withhold this information with ill intentions. On the contrary, it's because you rarely understand the mutual benefits that we let you believe what you want when making a contract," it said.

"You think it's on a need-to-know basis," Homura summarized.

It straightened up, letting out a quiet sigh. "I'm just trying to find a reason for how someone like Madoka, who puts the needs of others before her own, can go back and forth from rational to irrational so unpredictably. Just two nights ago, after Sayaka Miki became a witch, you refused to kill it, and yet you killed Mami Tomoe without hesitation when the time came for it."

Homura was about to shut it up when Madoka was suddenly on her feet and shouting, "I wanted to save her! She didn't know what you were up...to..." Her reprimand came to a sudden end as she looked at Kyubey nervously. "How do you know about that?"

"The same way you do, of course," it replied. "I was there when it happened."

That was enough for Homura to look at Madoka again and remind her, "If you want it gone..."

Ignoring her again, Kyubey licked one of its paws and rubbed behind its ears as it explained, "Once I was aware of the curse Sayaka was bringing on herself, I stayed near her to be ready to collect the energy when she transformed. When you two, Mami, and Kyoko Sakura fought her witch, I watched the battle, but then Mami suffered a mental collapse when she learned the truth."

"You just sat there, and didn't even care?!" Madoka asked as if, even after all she had heard, she still couldn't believe Kyubey could be so detached.

"While I may not have cared in the sense you're likely defining it, I was planning to intervene. As I told you yesterday, you have the potential to give off much more energy with your transformation than Sayaka did, or than Homura does."

Homura was getting close to throwing it out whether or not Madoka wanted her to.

"If Mami killed all of you before that happened, that would have been so wasteful. I was ready to snatch her soul gem just after she killed Homura and would be most vulnerable, but then you raised your bow." It closed its eyes as if giving her a cute smile. "You exceeded my expectations, Madoka."

Madoka shook her head sadly and sat back down. "I guess you really don't understand," she sighed.

Seeing this wasn't going to help anymore, Homura spoke up, "That's enough of that. Now tell us what you know about Walpurgisnacht."

"Very well." After a quick scratch of its chin, the Incubator said, "I wanted to convince you of the futility of battling Walpurgisnacht."

"...How is that 'something we want to know?'" Homura asked.

"It's a simple, straightforward warning."

"I don't need your warning. I'm not leaving," Madoka said firmly. "I didn't make a wish just to look out for myself."

Homura nodded at her, mirroring her confidence when she said to Kyubey, "And if she fights, I fight. Now, why are you warning us? Isn't this what you want?"

"If it weren't what I wanted, I would never warn you about it in the first place." With a swish of its tail, it added, "No magical girl has ever been able to prevent the destruction brought about by this witch. You have nothing to gain from this battle, so I recommend you escape while you can."

"We might surprise you, Kyubey. We have before," Homura replied, though she felt conflicted about that. She'd seen Walpurgisnacht defeated twice, but Mitakihara was in ruins nonetheless, to say nothing of Madoka's fate. She tried to distract herself from her doubt by continuing, "Now, really tell us why you're warning us. Is it because you're worried we'll die in battle instead of turn into witches? Or because we haven't ripened enough before we're harvested?"

It paused, staring at them for a few seconds before it answered, "You humans really can be so capricious. You may not have agreed with my explanation for how we overcome entropy, but you didn't question that I was telling the truth. Now you don't believe me when I say the best course of action is to save yourselves. With most girls, it's the opposite."

"If you're not going to help us, will you please leave?" Madoka asked.

"If words won't convince you to agree with me..."

That was enough to get Homura to take a step towards it, but before she could take another, its eyes lit up with red light. Madoka's room dissolved into darkness, leaving Kyubey, Homura and Madoka floating in a black void.

"I want to see if a demonstration will work."

* * *

 **A/N Continued**

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. A version that can be copied is on my DA page.

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the MM wiki, so thanks to the wiki for that too.  
I'm not much of a physicist, and most of Kyubey's explanation for entropy is based on what I read in Wikipedia's "Heat Death of the Universe" article.


	4. Understanding Part 2

One Thing Left to Save  
Chapter 4: Understanding Part 2  
And she and Madoka both come to an even greater understanding of what they're up against.

As shown in this chapter, Kyubey even pushed me to make a few magical girl OCs, fancy that. I'd even like to do more with them someday.

* * *

"Wh-What are you doing?! Where are we?!" Madoka shouted as they looked around at nothing.

"I'm showing you another time Walpurgisnacht came," Kyubey's voice echoed louder than usual, "so you understand how futile it is to fight."

New surroundings faded into view, hazy at first but soon becoming distinct. Wherever they were, it wasn't in Madoka's room at night; it was a forest somewhere in the afternoon. No one was in sight at the moment, other than Kyubey, who hovered in front of them with its ears dangling as its eyes continued to glow.

With a flash of purple light, Homura's magical girl outfit materialized on her, and she reached into her shield. "Send us back!" she demanded as her fingers closed around the grip of a pistol.

"I don't recommend killing me now," it said as calmly as always despite its louder voice. "Forcibly ending this projection could cause temporary-"

"And what are you talking about now?!"

"I told you, this is another time Walpurgisnacht came, and I'm showing you a firsthand account of it."

Staying ready to end this at a moment's notice, Homura looked around as Madoka asked, "So this is only happening in our minds?"

"That's correct."

"But I don't see anything wrong."

Kyubey didn't answer, just looking up towards the treetops. As soon as Madoka followed its gaze, there was a cry of pain from a young girl who fell through the upper branches. She managed to turn herself so she landed in a crouch, digging one end of the staff she held into the ground to slide to a halt. Looking back up to where she fell from, she grit her jaw and pushed herself to her feet.

"Ah!" Madoka yelped, already hurrying towards the girl. "A-Are you all right?"

Homura was right behind her, reaching out to pull her away, and when her hand clasped on Madoka's shoulder, she gave the mental command to her shield. A tug on Madoka stopped her in her tracks, and with a click of gears...nothing else stopped.

She looked down at her shield in confusion, as did Madoka. "What? But why?!" she asked as her shield turned back to its regular position.

"Listen this time," Kyubey said. "This is only happening in our minds. Nothing you do can affect anything here but us, and the reverse is also true. Haven't you noticed she hasn't reacted to you?"

Looking back at the girl, they saw her gaze indeed hadn't moved. Suddenly, a merrily giggling human-shaped silhouette hopped from the branches. It flew towards the girl, and she thrust her staff forward and a stroke of lightning exploded from its end, disintegrating her foe. Safe for the moment, she leaned on her staff, catching her breath.

Now that they had a calm moment of their own, Homura and Madoka looked the girl over. For a magical girl, her outfit was fairly simple, little more than a sleeveless purple dress fastened at the shoulders with gold buttons that each had a design of four small squares arranged to form a larger square. At least, her dress probably used to be purple; now it was so dirty, torn, and spotted with blood that brown, black and red were almost as common as purple. The staff she held was covered in a pattern of clouds and lightning bolts, and her yellow (and black-speckled) soul gem adorned her forehead between the ends of an incomplete ring of laurel leaves.

Homura broke the silence by telling Madoka, "That was one of Walpurgisnacht's familiars. It's here." Whatever Kyubey was trying to do, maybe letting Madoka see a Walpurgisnacht event for herself would give her a better idea of what they were up against.

The girl shook herself off and took a step forward, only to be interrupted by two more familiars darting her way. A forked lightning bolt blew one of them away, but the other danced aside and raised a shadowy wand as it rushed at her. She raised her staff to block the blow, taking a counter swing that left a trail of sparks in the air as the familiar ducked beneath it, another swing of her wand knocking her legs out from under her. Dropping to the ground, she looked up just long enough for the familiar to laugh at her before raising its wand again.

Before it could land the blow, in a blur of red and a flash of white, someone else rushed past them and cleaved the familiar in half with a swing of a sword. As the familiar faded away, the newcomer said, "I told you not to go off on your own, Valeria." From her voice, she sounded like another girl their age. Homura noticed her mouth didn't match what she was saying; translation from Kyubey, she supposed.

Sheathing her sword, she reached out and took the staff-using girl's hand to pull her to her feet. She wore a mostly red outfit like that of some kind of soldier, with metal armor that covered her torso, an open-faced helmet, and a large rectangular shield. Her red soul gem was attached to an armband on her sword arm.

"I couldn't just let them get away," the first girl said with a quick look around. "What about you? Where are the others?"

"They came with me, but they let me go while they stopped and fought more of those minions. We're both just lucky I found you when I did. Come on, we have to hurry before-"

"HEY!" someone called from behind Homura and Madoka.

They turned to see another girl running their way and waving at her presumed friends, and this girl looked almost identical to the one in armor. So identical, in fact, that Homura could only tell the difference between them from the more damaged outfit this girl wore...and as she came to a stop next to the other two girls, Homura could also see that her soul gem was more corrupted.

"And where've you been, Amy?" Valeria asked.

"There's a problem," she said. "Walpurgisnacht changed direction."

Valeria nodded, a stern but worried look on her face. "Where's it going now?"

"The mountain."

Both of the other girls looked at her in shock. "You don't mean..." the other girl in armor trailed off.

She nodded. "Like Kyubey warned. Vesuvius."

Homura heard Madoka hum softly, like this was stirring up something she was trying to remember. Looking away from the other girls as they talked amongst themselves, she asked her friend, "What's wrong?"

"I've heard that name...but where..." she thought out loud before her eyes went wide and she ran back to Kyubey. "Kyubey, where and when are we?!"

Returning to Madoka's side, Homura thought Kyubey's little grin widened for a second. "I see you're figuring it out. In your time, this is about in central Italy, in the year 79."

"You mean that was...Walpurgis...?"

"If you're referring to its eruption, that's correct. In about ten minutes, Walpurgisnacht will reach the top of Mount Vesuvius. Once that happens, their struggles, their wishes, everything they've done will have been for nothing," it said.

"Miss Kaname, what's it talking about?" Homura asked.

Madoka looked back at Homura, shivering. "Th-The...volcano..." she stammered.

"Allow me to explain again," Kyubey stepped in. "In the year 79, the volcano called Mount Vesuvius erupted. When that happened, the two nearby cities Pompeii and Herculaneum were caught in the eruption. The cities were destroyed, and thousands died; by some estimates, twenty-five thousand."

Homura steeled herself to not gasp from those numbers as she remembered the ruins she'd seen Mitakihara left in. "That was from Walpurgisnacht?"

"That's right. These girls were warned of its coming and the consequences of failure to stop it. But as Madoka can now tell you, they didn't, and their lives ended in anonymous sacrifice, just like most other magical girls' do."

Her hands clenched into fists as she looked back at the girls.

"Does this sound familiar?" it asked.

"Just...be quiet," she said. _"Get it back together, Homura."_

"...Augusta went ahead without me to try to stall Walpurgisnacht," Amy said reluctantly.

"That reckless...RRRGH!" Valeria barked, pounding a nearby tree with her fist. "Why can't she follow orders?!"

"You're the one who broke off first to go fighting minions," she retorted.

"And I told the rest of you to-"

"Enough!" the other soldier spoke up. "Less of that, more of," she unsheathed her sword, "this! Right?"

The other two girls took deep breaths and nodded. "Right. Now, we have to hurry. Which way?" Valeria asked.

"First...there's something I have to say," Amy said, holding up her hand, "but I'll be quick about it."

Valeria sighed, shaking her head. "If it's what I think, don't-"

"No. I need this. Father told us that regrets can wear you down before any battle starts." She took a glance at her darkened soul gem before looking back at her friends. "This time, more than ever, some of us probably aren't coming back, and maybe none of us will. I just wanted you both to know that I'm glad we could stay together through it all," she said with a smile.

"Haha...yeah," Valeria replied as she held the end of her staff out between them. "I'll always be grateful for it."

Amy drew her own sword and crossed it with Valeria's staff, and the other girl followed suit, adding, "Let's make our families proud."

With that, they rushed off, Amy leading the way.

Homura turned to face Kyubey, stepping between it and Madoka. "And...now what?" she asked.

"What do you mean?"

"If this was supposed to scare me, it's not working," she said firmly, "and I'm no historian but was 'Amy' really a name back then?"

"Specifically, their names were Aemelia Major and Aemelia Minor; that was a nickname...and you aren't the one I'm most interested in, anyway." Madoka flinched a little as it added, "Now are you going to do the smart thing and run, Madoka?"

Homura was going to interrupt, but she was wondering what Madoka would say now. _"It'd be so much easier to keep her alive if she would just stay away from the fight. We could do that...take her family and run. But...that would so not be like her. Even though it's frustrating sometimes, that's part of what I like the most about her, that she's strong enough to even care about people who don't deserve it,"_ she debated in her head as she stared Kyubey down. She knew that whatever Madoka did, she'd do too.

"...No," Madoka answered. "I can't help what happened in this time. But as long as there's something I can do to stop it from happening in my time, I'm going to do it."

Homura looked over her shoulder and gave her a smile and a nod. "Me, too," she said, getting a nod back from Madoka.

Kyubey sighed again. "You still won't listen. Maybe if you see for yourself what you've only read about in a history book, you'll believe me, Madoka."

A wave of brighter red light pulsed from its eyes, and their surroundings changed again. This time, everything didn't go black and silent first; the forest was suddenly gone and replaced with rocky surroundings...and fire...and wind...and smoke...and a laugh that had been branded into Homura's memory. Even with most of their vision obscured by the hazy air, both girls jumped as their senses were assaulted, and Homura barely had time to realize that they were likely at the top of Mount Vesuvius before she and Madoka turned just in time to see a great cloud of smoke, ash, and fire rising from the basin part to reveal it.

Floating in place above the center of the basin was Walpurgisnacht, this time riding upside-down on a cloud of flames instead of gears, ignoring the lava, stones, and ash gushing up from beneath it. Even with the booming noise of the disaster going on all around them, Homura could still clearly hear its glee as the witch reveled in the destruction, every new splash of molten earth rising from the pit in sync with its laughs. This was looking like Mitakihara the last two tomorrow mornings, indeed, with huge boulders and rivers of lava taking the place of buildings and the sea.

"That's...that's it...isn't it?" Madoka stammered, trembling at the sight.

"It's all right. It's just in our heads," Homura replied as she tried to stay calm.

Kyubey kept its gaze locked on them as it explained, "This is just the beginning of the eruption. In a short time, those girls' homes will be buried, and words like 'Vesuvius' and 'Pompeii' will be synonyms for disaster ever since."

"But where are they?! Why aren't they fighting?!" Madoka demanded, looking like she was already afraid of the answer.

The alien turned to the direction Walpurgisnacht was currently facing. "They did. Let me show you all that amounted to," it said.

Homura couldn't see what they were looking at through all the smoke and ash, but in a moment, she and Madoka had moved from inside the basin to its lip, or at least the crumbling remains of the lip. On her knees in front of them was Valeria, staring in shock at the smoking remains of the twin soldiers below as the rising lava was about to incinerate them.

"Amy...Lia...Augusta..." she breathed, her voice faint but audible over the rumbling of the mountain. "Why would you save me? I'm your leader. If someone had to die, it should have been me." She gripped handfuls of gravel as she continued, "I told you to let it be me!"

Madoka stepped forward and leaned down, reaching to the girl only to have her hand pass through her. She slumped in defeat as she and Homura kept watching helplessly. Homura noticed Valeria's soul gem had almost gone completely dark, with only the barest glimmer of yellow visible through the inky darkness.

"I'm sorry I lied. It wasn't because it's just my duty or so I could die gloriously. It's because I couldn't live with myself if I lost any of you," she continued, her unblinking eyes fixed on what used to be her comrades.

The lava caught up to the bodies and they disappeared in a burst of flame.

Crack.

A glassy fissure cut through her soul gem.

"Now you're gone. She's gone. Everything's gone."

Homura reached to Madoka, her hand gently resting on her shoulder as she was about to tell her that she didn't need to watch this when a chorus of giggling came to her ears. She and Madoka looked up to see a ring of Walpurgisnacht's familiars dancing as they floated down.

"I let everybody down...I never deserved to lead you..." Valeria cried. She broke her gaze away from the spot where her friends' bodies used to be as she leaned back and stared up at Walpurgisnacht.

The familiars tightened the ring they formed around the three of them, holding hands now as their laughter mixed with the witch's.

"Walpurgisnacht. Destroyer. Please," she called, her voice loud and unsteady.

CRACK.

Madoka stepped back, shivering as she stood next to Homura. "No...those poor girls...it shouldn't be like this," she said quietly with a shake of her head.

Homura couldn't think of anything to say anymore, just keeping her hand on Madoka's shoulder.

"I can't go on, and I can't face them in the afterlife either!" Valeria shouted as she spread her arms and presented herself to Walpurgisnacht. "Please...just destroy me completely, body and soul!"

CRASH!

Darkness streamed from her forehead as she went over the brink, and there was nothing but howls of laughter from Walpurgisnacht and its familiars as the volcano exploded and Homura and Madoka's vision was washed out by fire and smoke.

Homura expected this memory to end right then, but their surroundings completely changed again...and kept changing just as they understood what they were seeing, like a slide show of the disaster.

A view from one of the nearby cities of volcanic ash spewing up like a giant geyser.

Panicked crowds running through the cloudy air.

A building collapsing on its inhabitants.

"Please, stop it, Kyubey," Madoka pleaded.

Just outside a camp of survivors, and this time things didn't change suddenly. They were next to another girl who was smeared with soot, sitting with her legs hugged to her chest and her face buried in her knees. She trembled as she cried, and over the commotion from the camp, Homura could barely hear her speaking.

"M-Mother...why...why did you have to go back for them?" she mumbled into her legs. "You knew you'd just die with them...I told you you couldn't help..."

Homura tried to stay calm, but Kyubey was finally starting to really get under her skin with how familiar this was.

"Now what do I have left? No home, no friends, no family, NOTHING!" she went on, her hands clenching into fists. "All because you had to throw your life away!"

"That's not quite true," a childlike voice chimed in as a long-eared animal's shadow crept up next to her.

"What...what do you mean? What do you want?" she asked, not looking up.

"You still have something you can give, something I want, and in return, I could give you anything you want," it said enticingly.

Homura turned to the real Kyubey, hoping her breathing looked calmer than it felt. "That's enough, Kyubey. She said to stop it," she said in as firm a voice as she could.

Its tail swished as it stared at her. "Is something the matter? You were handling this fine until now," it asked.

 _"You can't be weak in front of Miss Kaname!"_ she ordered herself, but she couldn't make herself do it. "That's not..." she trailed off, seeing Madoka was looking at her worriedly again. "Just take us back," she said, trying to tune out the girl and the other Kyubey's voices.

"I would even go so far as to say you knew those were Walpurgisnacht's familiars because you've seen them before," it mused. It turned to look at the girl and itself from the past, and then glanced at Madoka before locking its eyes on Homura's. "And have you been through this as well?" it almost purred.

"If I...make this contract...you can bring my family back?" the girl asked.

"If that's what you'd trade your life in service for, it's as good as done," the old Kyubey promised.

"I said take us back!" Homura snapped as she whipped out a pistol and tried to steady herself as she looked at Kyubey through the sights.

It nodded. "Now I know what I needed to know, too."

Everything faded to black, with a bright light shining from the girl the last thing Homura saw of this time.

Both girls flinched as they were suddenly in Madoka's room again, Homura's gun and magical girl outfit having vanished and Madoka sitting back in her chair. Homura tried to catch her breath and calm down, but Madoka was on her feet as she yelled at Kyubey, "Is that what Walpurgisnacht is?! Something you send to kill the magical girls that are already there so you can replace them?!"

Kyubey blinked as its eyes stopped glowing. "Not exactly. We have no more control over Walpurgisnacht's actions than you do. But you are correct in that it's incredibly useful to us," it said flatly.

 _Homura gulped as Kyubey spoke, her confidence draining away. "It...I fell, I fell for..."_ she mentally stuttered.

"In a way, you could call the coming of Walpurgisnacht both the harvest and planting season for us. The magical girls who stay and fight ideally become witches and prey on survivors, while potential magical girls make contracts to undue the suffering they'll eventually cause themselves." It scratched its shoulder, ignoring how upset its audience was looking. "By that analogy, a disaster site is a very fertile field, indeed. Girls will rarely ask questions of anyone who can offer to rebuild their homes, save their loved ones..."

The paranoia that haunted Homura was coming back worse than ever.

"Or bring back someone who has already been lost."

That left Homura weak in the knees, having to set her arm on Madoka's chair to keep standing.

"Stop talking about us..." Madoka started to say before noticing how unsteady Homura was. "Homura?" She turned to the shaken girl, and when she took her hand, for once, the gesture didn't comfort Homura in the slightest.

"M-Miss Kaname...I..." She couldn't even apologize to Madoka for her weakness. _"How can I tell her I'm sorry for playing into Kyubey's plans from the very start?"_ she asked herself before she slumped to her knees.

"Homura!" Madoka gasped as she knelt beside her. Homura was silent, frozen by Kyubey's grin and the weight of her failure. Madoka looked back at Kyubey, the confidence she had moments ago suddenly gone.

The Incubator kept staring at them, flicking its tail. "I see Homura understands why it's no use resisting," it observed. "What about you, Madoka? If I can't convince you do to the smart thing, maybe now you'll listen to her."

Speaking in a much softer and shakier voice than before, Madoka asked, "You've done all this to...why am I so important to you?"

"Isn't it obvious by now? It's because we want the energy your witch will create, and you're always so ready to give us what we want and you don't even realize it," it said before turning to look out the window at the dark, rainy sky, almost like it was musing out loud more than dryly explaining something. "You really are just what we've been looking for, Madoka Kaname. Normally, the coming of Walpurgisnacht and what follows is when we expect to collect the most energy for combating entropy. This time, things are different. Your witch alone may exceed our quota. In fact, I expect it to be more destructive than Walpurgisnacht ever was."

Madoka's hand let go of Homura's as she joined the other girl to stare at Kyubey in silence. Dimly, Homura tried to force herself to say anything to comfort her, but all of her thoughts were muted as her fear and hopelessness dragged the rest of her down.

"While specifics of a witch's power are difficult to quantify without seeing them for myself, I have no doubt that it'll destroy more than the city, or even the region," it said.

"But...but I..." Madoka stuttered, tears welling up in her eyes again, "I wanted to be a...m-magical girl...to save everyone..."

Kyubey paused before answering, "As I said earlier, this may not be how you wanted it, but isn't this what you wanted? Thanks to you, more than any magical girl before, we'll have plenty of energy, and the rest of the universe will be a better place for your sacrifice."

A flash of pink light in Madoka's hand took Homura's eyes off Kyubey's face, and her blood froze at the sight. Madoka had summoned her soul gem, and half of the formerly pink gem had been overtaken by featureless darkness, turning its bright glow into a dull sheen.

Homura had been struggling to at least look calm through the last month, but things kept happening that set off her nerves. The first evening she walked home from school with Madoka and Sayaka, they noticed she flinched at the sight of a large tree that suddenly came into her view as she looked away from their conversation. She quickly lied that she was still just a little stressed from going back to school and the surprise got to her; she couldn't tell them that the shadowy tree caused her to have a flashback to the sight of Madoka's witch. More than once, she caught herself spacing out while staring at the floor, or so she explained when she was actually staring at shadows. Then there was the time as she sat to catch her breath after a battle, when she opened her eyes to see Madoka's shadow on the ground in front of her and screamed as she spun around, expecting to see that vaguely dress-shaped mountain that used to be her friend but seeing only a startled Madoka standing behind her.

She always gave Madoka priority when it came to who got to use grief seeds, at first just because Madoka was more important to her than herself and now because even the smallest dimming of that pink light made her nervous. But the only time she'd seen it darker than this was before she turned into that abomination, and her eye twitched as that memory came flooding back. Or so it did at first, but this time things went differently.

Homura could see it so clearly: Madoka writhing on the ground, clutching an ink-black rock that used to be her soul gem. She begged for help, calling out the names of friends and family, but it was in vain. With a final scream, the gem shattered and remade itself as a ribbon-crowned grief seed, and moving like she had become a stringed puppet, she raised it to the sky. It didn't crack open, but a giant dark figure still emerged from the clouds towards her. It wasn't her witch, either; with those empty eyes and a pair of tentacle-like ear tufts reaching down, there was no mistaking Kyubey's features. As it approached her, its tufts spread out like hands eager to claim a prize.

Madoka sniffling brought Homura back to the present. Madoka was staring at her soul gem, her body shaking as she looked ready to break down again. A look at Kyubey turned Homura's shocked gaze into a scowl, with the alien having turned back to look at Madoka's gem with such a hungry look that Homura expected it to reach out and grab her right that moment.

Homura was never good at expressing herself, but she had seen what could happen when some people were pushed too far: Everything they were keeping in bounced back out like an explosion. But Kyubey coming this close to breaking Madoka's spirit again caused a very different reaction. Instead of everything inside coming out, what she felt was her own fracturing spirit suddenly freezing and then realigning itself around the only thing that mattered: Kyubey was hurting Madoka and she was here to stop it.

"No," she said and thought at the same time.

Madoka and Kyubey both looked at her. "H-Homura...what- ah?" Madoka asked, tears falling from her eyes just as Homura reached out and rested her hand on the darkened gem.

Homura squeezed Madoka's hands, feeling the uncomfortably cool soul gem in her palm and hoping Madoka would understand what she meant by the gesture. Her scowl became flat and expressionless as she rose to her feet and strode over to Kyubey. As soon as it was within reach, her arm whipped out and she grabbed it by its neck to pull it to her eye level, making Madoka gasp but the Incubator showed no resistance as it looked up at her.

"You've finished saying your part. Now here's mine," she said calmly, turning so Madoka could see them clearly. "I don't care what you think you know. I'll destroy Walpurgisnacht. I'll find a way to save her. I'll beat you."

"Do you know how many magical girls have said things just like that and were wrong?" it asked. "There's nothing exceptional about you."

"And do you know how many people have told me I'm not special? Enough that you telling me the same thing doesn't matter."

"What is your plan, then? Does it take into account how ready Madoka is to make unquestioning sacrifices of herself and how that put her where she is now?"

"Don't talk about sacrifice like you know what that is. Sacrifices for the greater good are always obvious and always easy to make when they're no sacrifice to you. Try actually making some sacrifices of your own self and then tell me you know anything about what Miss Kaname's like."

Kyubey sighed for the third time that night. "Just as I said earlier, you only accept the truth when it's convenient for you. I just don't-"

"Understand?" Homura interrupted. "Then I'll make this as simple as I can. I am not firewood..."

She leaned over Madoka's bed.

"Miss Kaname is not the sacrificial lamb of the universe..."

She opened the window and pulled Kyubey's face to hers.

"And your kind will never lay a finger on her."

She threw Kyubey out the window. Not bothering to watch it land, she closed the window and turned back around, seeing Madoka watching her in what she wasn't sure was awe or fear.

"Give me your soul gem," she said as she went back to Madoka's side.

Madoka breathed, "What...that was..."

"Now," Homura ordered.

She gulped and replied nervously, "You're...scaring me, Homura," keeping her gem in her hand.

That made Homura stop and think, _"Kyubey's been dealt with. I'm here to make Miss Kaname feel safe, not scare her. It's all right for now."_ Kneeling beside Madoka, she asked softly, "May I please have your soul gem, Miss Kaname?" Madoka nodded and held her hands out. Homura gently took it from her, summoned her magical girl outfit, and took an empty grief seed from her shield. She thought briefly about how she would have to readjust her plans now that she was down a grief seed, but at that moment she couldn't stand the sight of anything but pink in the gem.

"Homura?" Madoka asked as blobs of darkness floated from her gem to the grief seed.

"Yes?" she answered, her eyes fixed on her hands.

"Are you...all right?"

Homura didn't want to look Madoka in the eye lest she kick herself harder for making Madoka worry about her yet again. "Yes," she lied.

"I just...I've never seen you like that before," she said. "I mean, not that I think you can't be tough or anything, but you were...I don't know..."

She stayed still as the comforting pink shine in Madoka's gem fully returned. "You have nothing to worry about now," she offered. Realizing her expression hadn't changed since she got rid of Kyubey, she tried to relax enough to show a little emotion again. "I'm sorry for scaring you again, but when I saw how much Kyubey was hurting you, nothing mattered but stopping it," she added as she gave the gem back to Madoka and put the used grief seed back in her shield.

"Oh...then I'm sorry for making you worry about me again," she apologized as the gem returned to ring form.

"Don't apologize for that. I just hope you understand what I was saying," she said, looking at Madoka again. "That somehow, I'll win against everything."

Her focus wavered as Madoka took her hands. "You won't do it alone, either. You're worth fighting for, too, you know," she said with a smile.

Homura still didn't believe that, but she was glad to see Madoka with some optimism again. "Right," she said, giving her hands a squeeze as she dismissed her outfit. "Speaking of fighting...if we're still on to meet up tomorrow morning, and if you won't be needing me anymore tonight..."

"Um, well, I think I'm gonna be okay for now," she replied, sounding like something was still bothering her.

"I won't tell your family anything, and I can get home on my own. You don't have to worry about-"

"But!" Madoka cut in. "Would you like to...I mean, would you mind...staying here tonight?" she asked, smiling wider.

Her eyebrows rose, some of the shy, nervous girl Madoka first met coming back to the surface. "What? I, uh...I don't want to be, um, a bother for you," she said quietly.

"It's not a bother. It'll be easiest for both of us if we can...leave at the same time from the same place tomorrow morning, and also, wehihi," she chuckled, "I'd feel safest right now with you nearby."

That was music to Homura's ears, and without hesitation, she smiled back and nodded. "Okay."

"Good. Let's go talk to my parents," she said, standing up. "I'd kind of like to show them I'm still able to move, too."

With Homura following her, and noticing her stride had gone from the zombie-like shuffle when she first opened her door to actual, if tired, steps, they headed for the stairs. Homura was trying to think of how she was going to explain what they were doing in Madoka's room, let alone asking to spend the night when Madoka's parents had just met her, especially with Junko's suspicion of the secret Madoka now knew. She just hoped no one else heard anything from their long talk. At least they'd let her see Madoka in the first place, and Madoka's father seemed to be okay with her, so she had a little hope she could figure something out.

She didn't have long to think. As soon as the kitchen was in view again, Homura saw Junko standing at the windows and looking at the storm while Tomohisa sat at the table leafing through a newspaper. "So...how did it go, Hom-" Junko started to ask as they turned to look at her, their eyes widening as they saw their daughter.

"Madoka!" they both gasped as they rushed to the girls.

"H-Hi," Madoka sniffled, hurrying to meet them. They sandwich hugged Madoka as she held onto her mother. "I-I'm sorry for...scaring...I'm..." she babbled.

"It's okay, Madoka, it's okay," Junko said softly.

"We're here for you," Tomohisa added, kissing her head.

Homura politely averted her eyes and stood still, resigning herself to her usual role of staying in the background. She was a little surprised that she didn't hear Madoka crying, though whether that was from Madoka having some spirit back or from being all cried out from earlier, she didn't know.

They stayed in that hug for a good while before Madoka took a deep breath and pulled away, smiling up at them. "Okay...I think I'm...a little better now," she said.

Junko smiled back, her hands still on Madoka's shoulders. "We're glad to know that, Madoka. Is there anything we can do to make that better?"

She looked at Homura. "There are two things. First...can Homura please stay here tonight? I'd really feel best if she's here...and if the storm keeps getting worse and we have to leave, she doesn't have anyone who can take her to the shelter."

Her parents turned to face the other girl, who bowed her head to them. "I don't mean to impose, Mr. and Mrs. Kaname, but I would like to stay with Miss Kaname tonight too," she said calmly. Not long ago, she would have been at least a little shy to ask about this, but after what she'd just been through, this didn't faze her.

Tomohisa looked at his wife, nodding. "I think that'd be fine."

Junko took a second to think before returning the nod. "Yes, if she doesn't mind being in the living room. We've got bed things in the closet," she replied.

"Thank you, sir, madam. You won't have to go to any trouble for me," she said.

Madoka hugged them again, her smile widening. "Thanks," she added. "The only other thing I could kinda use...I'm actually not hungry, but could I please have a cup of hot chocolate?" With another look at Homura, she asked, "Do you want some? I promise it'll be the best you've ever had."

Homura was about to refuse out of habit, but it would keep Madoka happy, and she had to admit that anything Madoka's father made was quite tasty. "If you'd like, I'd be happy to have some," she said, trying to sound more relaxed.

"You got it. Two cups of hot chocolate, coming right up," Tomohisa beamed at Madoka's request. "If this storm keeps up, I don't think you're going to have to worry about school tomorrow, but in case we have to go to the shelter," he looked at Homura, "we can't stay for long, but is there anything from your home you'd want us to stop by and get, Homura?"

"That won't be a problem. I already prepared my home for the storm." Remembering a conversation from the last timeline, she continued, "And you don't have to worry about letting my father know, either. He's out of reach for a while." She ignored the glance Junko gave her.

"All right, then," Junko said, "Madoka, whether or not there's school tomorrow, why don't you grab a quick shower while Dad gets the chocolate ready and I help get Homura set up?"

A flag went up in Homura's head telling her that this was an excuse to get her alone again, but she was ready this time. She noticed Madoka looked a bit apprehensive and gave her friend a little smile. "Yes, please go ahead, Miss Kaname. We'll be back in a minute," she said. Telepathically, she added, **"Don't worry. It'll be fine."**

Madoka smiled back. "Okay."

Homura followed Junko to the hall and closet where they kept their blankets and pillows. As she expected, once they were out of earshot, Junko asked quietly, "I don't suppose you want to tell me what you talked about?"

At first, she didn't answer, as she knew Junko already answered her own question. To at least give her something, Homura said, "I'd rather let Miss Kaname decide what to share."

Junko nodded, opening the closet door. "I hope you remember our talk earlier. We can help each other if we talk to each other."

"Yes," Homura replied noncommittally as she took out a pillow.

"All right." Taking out a blanket, she said in a warmer tone, "For now, though, I can't tell you how much of a relief it is to see her walking and talking again. Whatever you talked about, thank you for giving her some strength back."

"No."

"...What?"

"She's never needed my help to be strong. She's already strong; all I did was help her remember that." Seeing Junko expecting to hear more, she looked away as part of one of her most painful memories replayed in her head.

 _"'Homura. It's okay. I'm glad I got to become friends with you. Saving you from that witch was the best thing I ever did, and I'm always gonna be proud of that.'"_

She needed a second to think of how to word it honestly without sharing that memory, explaining, "All my life, people have ignored me. Those who didn't ignore me would forget about me, and they did that because it's easy. Miss Kaname could have been the same: She could have ignored me or forgotten about me, and no one would blame her, me least of all. But she never did, because she always had the strength to care, about everyone, even about me. Like I told you...I've always admired her for that." Despite this being another half-truth, there wasn't a bit of shyness or doubt in her voice.

For once, Homura gave Junko pause. She froze in place with her arm reaching for another blanket, looking down at the girl who had gone from stuttering and timid to calm and collected. Homura couldn't read if Junko was gauging a possible threat or just trying to understand what happened, but she had nothing more to say for her explanation.

"If that's true," she said with a slight emphasis on the first word, "then I'm glad to know she has someone else who cares about her when she needs it most, too." Taking the other blanket out and closing the door, she turned to head back to the kitchen.

Following her, Homura corrected Junko in her head, _"Not just when she needs it most. Always."_

* * *

 **A/N Continued**

Valeria isn't intended to be the girl by the volcano in episode 12.

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. A version that can be copied is on my DA page (I'm Evertide there too).

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the MM wiki, so thanks to the wiki for that too.  
Lastly, while I didn't do a particular lot of research for this chapter, I should thank Wikipedia for its article on the Mt. Vesuvius eruption.


	5. Walpurgis Morning

One Thing Left to Save  
Chapter 5: Walpurgis Morning  
Homura's visit to Madoka concludes with them leaving to return to their ongoing battle.

I don't have much to say about this chapter, other than it was as fun to write as the rest of the story. While Madoka's visit to Homura is one of my favorite parts of the series, another of my favorite parts was Homura and Sayaka's confrontation in episode 8; Homura was already well on the way to being my favorite character, but that scene pushed her even further to it by marking the first time I was kind of afraid of her. So, kind of same motivation as before, I wanted to do a (much briefer) role reversal of that scene, too, hopefully making it even more meaningful.

* * *

 _"Miss Miki? Is that...it's you!"_

 _"..."_

 _"We've been looking everywhere for you!"_

 _"..."_

 _"I, um, I watched you fighting those familiars. I-I know you want to protect people from them too, but it's dangerous to use so much magic in between grief seeds. But I have one for you! Here."_

 _"..."_

 _"...Really...I'm worried about you pushing yourself too hard. I don't want you to...I mean, Miss Tomoe and Miss Sakura have been asking about you, too. Especially Miss Kaname, she said-"_

 _"Shut up."_

 _"...M-Miss Miki?"_

 _"Stop acting like we're friends and stop talking about Madoka."_

 _"B-But I just want to help you!"_

 _"Don't give me that. I don't know what Madoka told you I did to her, but if you knew the truth, you wouldn't want to help me anymore. I don't even want to hear her name."_

 _"She's scared of how much you're hurting yourself. She's scared she's going to lose you."_

 _"'Hurting myself'...'losing me'...pff, that's so like her, too big hearted for her own good. Mami doesn't need me either, not when she's got her other precious students, and Kyoko's just in it for herself, good or bad."_

 _"Actually, I think...Miss Sakura's been out looking for you the most."_

 _"Why should I believe you? Was I right when I asked if you and her were working together? I was right, wasn't I?!"_

 _"What...what are you doing?"_

 _"It's not enough that Hitomi stole Kyousuke from me and I'm too much of a coward to do anything about it. Then you had to steal my best friend from me too!"_

 _"Miss Miki, please, I'm not here to fight!"_

 _"I might've lost her, but I'm not gonna be a coward ever again. Starting with you."_

 _"I didn't take Miss Kaname from any-"_

 _"I said don't say her name!"_

Homura awoke with a gasp when her phone vibrated in her hand. She was familiar with waking up from bad dreams, but after all that happened last night, dreaming about the last time she saw Sayaka alive wasn't what she was expecting. Still, it was over and she had something more important to think about.

Turning the phone's alarm off, she listened for any signs that anyone else was awake. Hearing nothing, she put her glasses back on and rose enough to take a look around, confirming she was alone. Still in her school uniform, she stood up and slid her shoes back on. Summoning her magical girl outfit, with a second mental command, the world turned to grayscale. She hopped up the stairs to the second floor and peeked into Madoka's parents' and brother's rooms, seeing everyone else asleep. That done, she went to Madoka's room and stepped inside, releasing her time stop once she was at Madoka's bedside and gently shaking her shoulder.

"Miss Kaname," she whispered. Madoka mumbled a nonsense reply, prompting Homura to shake her again. "Wake up, Miss Kaname."

"Mmf." Her eyes cracked open, looking up at Homura as she yawned. "Oh...good morning, Homura," she murmured, the sad tone in her voice matching the forced-looking smile she gave the other girl.

Homura knew why, nodding understandingly with a smile back. "Good morning, Miss Kaname."

Sitting up and rubbing her eyes, Madoka looked outside at the very unfriendly sky, and then back at Homura, her smile dropping. "It's about time to go, isn't it?"

"Yes. I'm sorry, but you know we can't stay for long." At Madoka's request, she set her alarm for this time to give her friend a few minutes alone after waking up. Madoka said she wanted to take care of something before she left, something she would tell her about later.

Madoka nodded, pulling the sheets off. "Okay. I just need a little bit to get ready, so...can you please step out?"

"Do you need anything from me?" she asked. When Madoka shook her head, she walked to the door. "Then I'll wait here," she said as she left Madoka to do what she needed.

Alone with her thoughts again, Homura leaned against the wall and let her gaze drift to the ceiling. She rehearsed her battle plan in her head, still trying to fit the change of the lost grief seed from last night into things. She wondered what Madoka's family would do once they discovered she was missing; if they went looking for her in the storm and something happened to them, she didn't know if Madoka could take it. She thought about what to do after Walpurgisnacht was destroyed, having no idea what might come next, but her mind didn't linger on that topic for long, fixated as she was on destroying the witch and keeping Madoka in one piece.

Most of all, she hoped that after last night she really had gotten through to Madoka.

Hearing Madoka talking to herself in her room, but unable to make out any words, she walked further down the hall to let her have more privacy before she went back to the task at hand, reviewing her plans again.

The first time, Madoka and Mami fought Walpurgisnacht and won at the cost of their lives. Then she was there to help, which had the now-added benefit of giving her a firsthand look at how Walpurgisnacht fought, but it resulted in Madoka suffering a worse fate than death. Now it was the two of them. Having so little time to change her plans with their fighting force having gone from five magical girls to two, focusing on staying strong for Madoka felt like the only thing stopping her from falling apart. Thoughts on Madoka's family came back into her head, making her frown in deeper thought; she planned to defeat Walpurgisnacht as quickly as possible, regarding a certain amount of property destruction as acceptable losses after seeing no other people around during the last two battles, but her plan didn't have much room for sudden change if someone was in the way of the fight. She knew Madoka wouldn't want anything to be destroyed, but it would be any loss of life that would hurt her the most.

Any loss of life but her own.

She shook her head, frowning deeper. She didn't even want to think about that.

The click of Madoka's doorknob saved her from going back to those kinds of thoughts. Madoka waved her back in, and she followed her friend. Trying to bring a bit of levity to the situation, she noticed Madoka had put her hair back in its familiar twintails and she was wearing her school uniform. "I don't have much of a choice, but...do you really want to wear that?" she asked with a smile.

Madoka smiled back before turning to look at herself in the mirror. "It makes me feel like...like I'm not just fighting for Mitakihara because it's right, but because this place is my home, too."

"That's noble of you," Homura complimented. "Are you finished with what you needed?"

Madoka nodded. "Yeah. I know we can't really see my family first," she said, a hint of anxiety unmistakeable in her voice.

"You'll see them later." When Madoka only gave her a small nod in answer, Homura added, "Right?"

"Ahem, right!" Madoka replied with renewed determination. Holding out her hand, her magical girl outfit appeared on her in a burst of pink and white light.

"Then let's get going." Moving to the bedside window, she said over her shoulder, "Once they find out you're gone, your family will probably think to look at my place first, so we're going to have to go there just long enough to get my maps, and we'll have to review the plan on the go...what's wrong?" Her statement turned into a question as she saw Madoka looking guilty about something.

"Now that you mention that, maybe you should know what I was doing," she said nervously.

She shook her head, turning back to the window. "You wanted it to be your business, and whatever it was, it can wait until later. We have to go."

As soon as her hand touched the window and Madoka took a single step towards her, they were both stopped by a command of, "Stop. Right. There," from Madoka's door.

Homura didn't have to look back to know the expressions on Madoka or her mother's faces, not with that tone from Junko or the gasp from Madoka, so she stayed where she was, silently straightening up while still facing the window.

Madoka, though, managed to say, "M-Mom, I'm sorry but I-"

"What do you think you're doing?" she demanded. Homura heard and felt her footsteps as she walked up to them, still not turning to face her. "What are you wearing, where are you going, and...Madoka, just, what, what the Hell is this?!"

Madoka took a deep breath as she turned to fully face her mother. "We're going out. There's something we both have to do," she said firmly and gently.

"You aren't going anywhere, and you aren't doing anything but explain yourself." Homura heard her steadying her breathing.

"We have to! Something worse-"

"You. Homura," Junko cut in. "I was right about you, wasn't I? You do know what's going on with everything and you're involved in it."

If talking to Madoka last night reminded Homura of the train station breakdown, this was reminding her of not long before that, when she found Sayaka, except this time Homura was more annoyed than afraid. Not that she lied to Junko before, but there was no point in doing it now. "Yes," she replied calmly.

"Why you..." Homura heard Junko take another step, readying herself for whatever she was going to do, until Madoka moved between them. "Get out of the way, Madoka!"

"Mom, listen! None of this is Homura's fault, and we're both part of it and we've been trying to stop it!" she insisted.

"Madoka, you don't know what this girl really is. Or...did you know?" Homura's stoic gaze turned into a slight frown as she knew what was coming. "Did you know that her family is-"

"Her dad's a criminal?" Madoka interrupted to Homura's surprise. She turned her head slightly as she heard Junko gasp. "She told me herself last night, and he has nothing to do with anything that's been happening, and she's telling the truth."

She felt a dim warmth in her chest as Madoka defended her, trying to make herself feel guilty about being bailed out but it was at least a little relieving for Madoka to have more confidence back. Sadly, she knew she had to intervene. "Miss Kaname..." she trailed off quietly as she half-turned to them.

"I know. Watch the video, Mom; I'd tell you more if I had time, but I don't," Madoka said, making Homura momentarily wonder what she meant before she saw Madoka reaching for her. "I love you."

Moving her hand to meet Madoka's, their fingers clasped just as Junko snapped, "Don't touch h-" and everything but Madoka went gray again.

Finally turning her head enough to look at Madoka, Junko was just as she expected, reaching for them with her face frozen in such a sharp glare at Homura that it was almost like she could still see them.

"Now...are you ready to go?" Homura asked.

Madoka nodded, giving her mother an apologetic bow before facing Homura. "Yeah. We really gotta hurry now that she knows I'm gone."

Heading to the window and opening it, they climbed on the ledge outside, droplets of time-frozen rain wetting them. "I hope you don't mind getting wet, but I can't waste any magic," Homura apologized as she shut the window.

"You know what they say: A little rain never hurt anyone, right?" she answered, getting a little smile out of both of them.

"Right." As they leaped away, Homura said, "By the way, thanks for standing up for me." _"Again."_

Madoka smiled wider, giving her a thumbs-up. "What kind of friend would I be if I wasn't there for my friends when they need me, too?"

Homura matched her smile as time started passing. _"'My friends...'"_ she echoed happily.

* * *

Then...that happened.

Homura failed to protect Madoka, and she failed so badly that Madoka asked her to put her out of her misery. As if that weren't enough, the last things Madoka said to her were how much she still trusted Homura and that she still wanted to keep everyone safe, right up to the end.

Madoka had died, but her life wasn't the only one that ended when Homura pulled the trigger.

Pretty much everything stopped mattering after that. Time went from a line to a circle to a blur. How many times she had repeated these weeks, she didn't know or care; all that mattered was her goal.

As her latest cycle came to an end, with little to distinguish it from the last however many times, something finally happened that made Homura stop: Kyubey told her why Madoka had so much potential. She managed to keep a stone face, but on the inside, she felt like she was stuck in a building that was slowly collapsing and she knew she couldn't keep herself unburied for much longer.

From back when she was just a mundane human Madoka refused to abandon and died on her behalf to all her trips through time, so much of the danger Madoka was in was her fault.

Then, while everything was crashing down, she came, like Homura once did for her.

"Mind if I come in?"

* * *

 **A/N Continued**

While I was at it, since Junko's as fun a character as pretty much everyone else, I wanted to bring her back in, too.

Thanks for reading, and I hope you enjoyed the story...but while the story's reached its end, that doesn't mean it's finished. What do you suppose that video Madoka mentioned is...?

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. [Add a link on for the DA story, or at least mention it can be found there]

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the wiki, so thanks to the wiki for that too.


	6. For Mom, Dad, and Everyone Else

One Thing Left to Save  
Epilogue: For Mom, Dad, and Everyone Else  
Homura came to Madoka when she needed it most. Now Madoka just has to take one more step on her own before she's ready.

A short look at the story from Madoka's point of view, another bit of finalizing my headcanon on what happened between time A and time B, and another thing I wasn't sure if I was going to do as I was writing, but once I started jotting down ideas, I knew I'd enjoy it. I was right.

* * *

"It's about time to go, isn't it?" Madoka asked her friend, trying not to be sad but unable to completely hide her worry.

"Yes. I'm sorry, but you know we can't stay for long," Homura replied from Madoka's bedside.

Madoka nodded, pulling the sheets off. "Okay. I just need a little bit to get ready, so...can you please step out?" She meant it last night when she said she felt safest around Homura, but what she wanted to do wasn't for her.

"Do you need anything from me?" she asked. When Madoka shook her head, she walked to the door. "Then I'll wait here," she said as she left Madoka to do what she needed.

Standing up, Madoka wasted no time as she turned her computer back on before going to dress in her school uniform. She smiled a little as she put it on; while she tended to think of her pink and white dress as something like her superhero outfit, her school uniform had its own special meaning to her. Dressing quickly, she grabbed her hairbrush and ribbons and sat at her computer, running the brush through her hair while opening a program with her free hand and typing in the title for what she was about to do.

"For Mom, Dad, and Everyone Else from Madoka"

Tilting the screen so the camera would capture her face, she tied her ribbons into her usual style, took a deep breath, smiled at the camera, and clicked "Record."

"Hello to whoever is watching this," she began gently. "This is Madoka Kaname. It's the morning of May 1st, 2011. I have more to say than what I'll talk about here, but I don't have long to talk. I'm recording this because I'm about to go and do the most important thing of my life, and I trust Homura completely to watch out for me. But I..."

She wanted this to be something she was doing to get this off her mind, to introduce what she wanted to explain later; this wasn't supposed to be an "in case I don't make it" message. She needed a moment to think before forcing herself to keep talking, "I have some things I can't keep inside, or bring with me, or even say to your face. Not yet. So I have to do it this way."

After another breath, she continued, "Mom, you think Homura and I have something to do with Sayaka disappearing and Mami Tomoe and Kyoko Sakura's bodies being found. Or maybe you think it's just her, I'm not sure. It's both of us, we're both part of it. What happened was," she thought about how she rehearsed this in her head last night, "the four of us were looking for Sayaka. We didn't find her until that night. But something happened to her and she wasn't in control of herself anymore." Her smile drooped to a sad but focused grimace at the memory of the thing that had taken the place of her childhood friend, and she explained, "She tried to kill us. We tried to help her, but we couldn't. I don't know if she even knew who I was. It came down to...we had to stop her, the only way we could."

Again, she stopped for a moment to keep herself together before she returned to her speech. "After that...Mami...couldn't accept it. She was afraid of what happened to Sayaka. She was afraid it would happen to us, too, and was so afraid she wanted to make sure we would never have to go through what Sayaka did." A breath. "She killed Kyoko and was going to kill us and herself. But...I stopped her...like how we stopped Sayaka." Shaking her head, she knew there was no reason to be vague as she corrected herself, "I killed her to save Homura."

While she paused to let that message sink in, she could imagine her parents not believing what they just heard. These last few days had been full of things Madoka couldn't believe, all right, and now it was their turn to join in. But then again, their joining in, at least in a way, was the point of this video.

"Since the middle of last March, Mami and I were part of what happened to Sayaka, but we didn't know it. We'd been going out and fighting...girls who'd been hurt like Sayaka had been hurt. We didn't know what had really happened to them; all we knew was that they were hurting people and we could do something about it. Homura joined us after she started school again, and then Sayaka did too. Homura was the only one who knew what was really going on, and she tried to warn us. But we didn't believe her. Not until it happened to Sayaka." Standing up, she held out her hand to the camera. "Homura was trying to protect me the whole time, and she still is now. If you can't believe her, I hope you can believe me."

Cupping her palm upwards, she materialized her soul gem, and then willed her magical girl outfit to appear on her. Since normal people couldn't see witches or Kyubey, she didn't know how showing off a soul gem and then transforming would look on a recording, but her parents knew her as an honest girl, and her artistic talents were not in video editing.

"I can't explain it now, but something worse than anything we've fought before is coming. Everyone in the city's in danger, and Homura and I are the only ones who can do anything about it. That's why I can't go with you to the shelter, and I know this is going to make you mad at me and scared for me, but it's what I have to do for you."

Giving the camera a calm nod, she said, "If you want to help me, all you have to do is go to the shelter and stay there. That's really all. I'll tell you everything later, but I have to go now." She reached down to stop the recording, but then remembered one last thing. "Oh, by the way, since I know Tatsuya won't understand any of this, just tell him his big sister loves him and she's going to keep him safe, too." Smiling, she clicked "Stop."

Letting out a sigh she didn't realize she was holding in, Madoka sat back down, feeling like a weight had been taken off her shoulders and another one was soon to replace it. Still, it was done and there was no time for second thoughts. She rewound the video to the beginning and tore a sheet of paper from one of her notebooks, writing "WATCH ME" and taping it to the monitor.

There was just one other thing she needed to do before bringing Homura back in. Walking back to her bed, she reached up to the stuffed animals she kept on the shelf above it and removed something cold and hard buried among them. She looked down at the object cradled in her hands as she sat down: A needle on one end, a crescent shape on the other, and what looked like a ball of solid darkness encased in metal between them. If it still counted as her at all, it was the only thing left of Sayaka Miki.

She hadn't told Homura that, somehow, she had enough scraps of brainpower left to pick up Sayaka's grief seed before they left the train station. She'd asked Homura to give her a minute alone before she could even stand up again. While her friend watched for anyone coming, Madoka cried out everything she could, at least everything at that moment, and dragged herself to her feet. As she stumbled to where Homura was waiting, her foot bumped against the grief seed. After changing back to her normal clothes, she hid it in her pocket while Homura led her home. She still couldn't decide why she didn't tell Homura about it. Maybe it was because she hoped that somehow Sayaka was still in there and could still hear her, or maybe it was because she didn't want to hear that this could never turn back into Sayaka, even if Homura knew it for a fact.

Whatever the reason, she folded her hands around it and raised it to her chest, only her fingers keeping it from touching her soul gem. "Sayaka...if there's any way I'm reaching you right now...I'm sorry I didn't do more to help you, too. But I'm going to make you proud of me, and I still want you by my side. I'm not going to let what you've done be for nothing," she told what she hoped was still her friend.

Dismissing her outfit, she tucked the grief seed in her pocket and went to the door to let Homura back in.

* * *

 **A/N Continued**

For real, now, thanks for reading, and if you enjoyed the story, that means a lot to me. MadoHomu4life, 4always, 4ever.

This story's copyright policy: "Sharing is caring." Do what you like with this story, not like I can do anything to stop you, in fact I'd be flattered you'd want to share it or save it so you can read it whenever you want. All I ask is that you link back to the original source. A version that can be copied is on my DA page (I'm Evertide there too).

Madoka Magica (c) its owners and writers.  
The quote this series takes its name from is from a YouTube comment on The Walking Dead's soundtrack by YouTube user Oreally.  
This story uses the timeline presented by the MM wiki, so thanks to the wiki for that too.

Follow-up 04/25/2016: Now with side story! If you've finished watching the anime series, check out "One Thing Left To Save: Just Outside Heaven" for a one-shot about the Roman magical girls in chapter 4 getting a better ending.


End file.
